8-KLeadership ChangesShareholder Matters

RTX Corp 8-K Report, Executive Changes (Apr 30, 2013)

Filed April 30, 2013For Securities:RTX

Summary

This 8-K filing from United Technologies Corporation (UTC), dated April 30, 2013, primarily reports on the outcomes of its 2013 Annual Meeting of Shareowners and related executive and board changes. Key events include the retirement of Director Richard D. McCormick and the appointment of Edward A. Kangas as Lead Director. Additionally, Peter F. Longo has transitioned from Vice President, Controller to Vice President, Finance & Chief Financial Officer for the UTC Propulsion & Aerospace Systems segment, succeeding Akhil Johri. John E. Stantial has been appointed acting UTC Controller on an interim basis. The filing also confirms the election of directors for the upcoming year and the re-appointment of PricewaterhouseCoopers LLP as the independent auditor. Shareowners also approved, on an advisory basis, the compensation of the company's Named Executive Officers. These changes and approvals reflect routine corporate governance and organizational adjustments within UTC.

Key Highlights

  • 1Director Richard D. McCormick retired from the Board of Directors effective April 29, 2013, adhering to corporate governance guidelines.
  • 2Edward A. Kangas has been appointed Lead Director, succeeding Richard D. McCormick.
  • 3Peter F. Longo, formerly Vice President, Controller, has moved to the role of Vice President, Finance & Chief Financial Officer for UTC Propulsion & Aerospace Systems.
  • 4John E. Stantial has been appointed as the interim UTC Controller, effective May 1, 2013.
  • 5Gregory J. Hayes, Senior Vice President and Chief Financial Officer, will also serve as the principal accounting officer during the interim period.
  • 6Shareowners re-elected all nominated directors for terms expiring at the 2014 Annual Meeting.
  • 7PricewaterhouseCoopers LLP was re-appointed as the independent auditor for the fiscal year ending in 2014.
  • 8Shareowners approved, on an advisory basis, the compensation of UTC's Named Executive Officers.

Frequently Asked Questions

Director Richard D. McCormick retired from UTC's Board of Directors effective April 29, 2013, as he did not stand for re-election. This was in accordance with UTC's Corporate Governance Guidelines, which require outside directors to retire from the Board at the annual meeting following their 72nd birthday.

Edward A. Kangas has been designated by the non-management directors of the Board to serve as the new Lead Director, succeeding Richard D. McCormick in this role.

Peter F. Longo has been named Vice President, Finance & Chief Financial Officer for UTC Propulsion & Aerospace Systems. He will leave his position as UTC's Vice President, Controller effective May 1, 2013. He succeeds Akhil Johri, who has left UTC for another company.

John E. Stantial, Assistant Controller, Financial Reporting, has been designated as the acting UTC Controller to serve on an interim basis from May 1, 2013, until a new Controller is elected. Gregory J. Hayes, Senior Vice President and Chief Financial Officer, will serve as UTC’s principal accounting officer during this interim period.

Shareowners elected all nominated directors to the Board, re-appointed PricewaterhouseCoopers LLP as the independent auditor for the upcoming fiscal year, and approved, on an advisory (non-binding) basis, the compensation of UTC's Named Executive Officers as disclosed in the proxy statement.